Movie crews can number as many as 300 people. And yet amid all that hubbub, film directors can craft the most personal moments: Joaquin Phoenix confessing his love for an operating system in "Her"; Robert Redford facing his mortality in "All Is Lost"; James Gandolfini realizing he's too old to have his heart broken again in "Enough Said."

In the fifth annual Directors Panel, six of the year's most distinguished filmmakers discuss how they carve intimacy out of chaos, what it feels like sitting across from actors dying in auditions and what they wish they had learned before they started making movies.

Is part of what draws you to a certain piece of material that it's new, that it's an experience that's fresh for you?

Paul Greengrass: One of the things about the choices you make are that the reasons and the choices become much clearer in retrospect. As you look back, you see that there's a sort of a thread and an inner logic. Your kind of filmmaking over time becomes an extended conversation that you're having with yourself ... [the films] all sort of link up in an interesting way.

John Lee Hancock: Yeah, you don't know why you're doing them sometimes until you're finished, you just know you have to do them. You have to start.

Greengrass: You have to be sure, going in. If you have too many doubts going in, then ...

Hancock: Walk away.

J.C. Chandor: Crap, I'm about to start shooting in like five weeks, and ...

You're filled with doubt?

Spike Jonze: The doubts that are, like, "I can't do it," are normal. The doubts that are, like, "Why is this something that's that important to me?" Or, "Why am I doing this?" Those are the ones to listen to.

Nicole Holofcener: It's, like, how nauseous do you feel? A little nauseous, then maybe you can do it.

Steve McQueen: I have to do it. Often because no one else is doing it. But that's not a reason. It has to be a passion. You want the weight, you know? I want to bear a certain kind of weight and wanting the responsibility.

Hancock: If you're going to be waking up at 4 a.m., you'd better be happy to do it. And if you go, "I don't want to go to work today," then maybe that's something you should've thought about before.

Chandor [pretending to bolt for the exit]: I have a phone call to make.

McQueen: It's too late!

I've heard from actors what it's like to go into an audition. As filmmakers, what it's like to be on the other side of the table?

Holofcener: Well, it's a shame, 'cause sometimes somebody will walk in the door and you know already that you're not going to cast that person, and you have to have them read.

Before they've said a word?

Holofcener: I'm sure you can be surprised sometimes, so it's painful for me to know that they have to go through that. I don't like auditioning people. As exciting as it can be when you do find the right person, I tend to take on their anxiety and want to take care of them.

Jonze: I definitely feel the pain of when somebody's anxious and you want to make them comfortable. But I also feel like I learn so much about what the character needs by reading with people right and wrong. When we did "Adaptation," I read with many different people for the character of John Laroche. When I started reading with Chris [Cooper], the swagger and confidence of that character wasn't what Chris had done or who he is, but Chris was really compelling and I realized that's the essence of the character. And it was learning through that process. So I owe a lot to all the people that are willing to come in and read with me, because I learn who the character is.

Chandor: I wrote, usually, the words, and it's the first time you're actually hearing anyone ever say them. In a weird way, it's like an actor on display but it's also, "Is this whole thing going to work?"

Holofcener: And then you get to rewrite it.

Chandor: Exactly.

Hancock: I agree with Spike: You do learn a lot from hearing different interpretations of what's written. But I think every decision you make — and the first one being who you cast — about the character, through prep, what watches they wear, what rings they wear, just keeps kind of adding layer on layer on layer for you to have a better understanding of who this person is.

How do you create intimacy for the actors when you've got so many people and so many different things going on?

Holofcener: For me, the locations help a lot. I've never shot on a stage. So the whole crew can't be in the room. If I'm shooting in a tiny bedroom and it's a scene where they're in bed, there's just six people in there. But it's a miracle to me that actors do what they do and that they're capable of being so intimate and raw with each other and are willing to do such embarrassing things such as show themselves when there are so many people in the room. I can barely function with, like, everybody looking at me right now.

That's why you're a director, not an actor.

Holofcener: Exactly.

Chandor: I guess if we've done our jobs well, you're creating this cocoon. But in this case it was weird, and it made me very uncomfortable in the beginning, there was no other actor. We were kind of actor, director almost like on a silent film, where you're throwing out what's happening to him and you are seeing what they're having to do and how they're trying to get there. And then it breaks sometimes. When it doesn't work and you actually do have all those 200 people kind of actually affect that in a negative way sometimes and you can feel it slipping out of control and it's horrible.

Hancock: I think most importantly it's your relationship with the actor and that bond you have and that trust that you build. And for me the really fun thing is when you're kind of so in line that it becomes a game of "Name That Tune." "I can name that tune in three notes, two notes, one note." And so it may just be that perfectly one whispered word that gets them to explode.

Jonze: The casting of the crew is really important. If you need to create an intimate environment, everybody in that room needs to be on that journey with you. I think of "Shame" and I think of the performance in that, I can only imagine that everybody was in that movie with Michael Fassbender and you.

McQueen: Oh yeah, for sure. Exactly.

Jonze: For our movie, it was the same thing. We wanted this performance that felt like you were in this apartment with this man in these very private moments, almost embarrassingly so in terms of intimacy. Our gaffer, our key grip, our script supervisor and our cinematographer was quiet. We'd cut and it would just stay quiet and we'd talk, give notes and tweak something and keep going. Everybody was so with Joaquin in it. It was special.

McQueen: They lay the foundation. They lay the foundation for the actors to take the risk to experiment, to fail and not be embarrassed. What's happening behind a camera and in front of the camera is the same thing. If it's not happening behind a camera, it ain't going to happen in front of the camera.

It's really the people you hire more specifically than the people you don't hire?

Chandor: You put the wrong piece in the middle of that piece and then you're in the disaster scenario.

McQueen: The caterers are just as important as a cameraman.

Hancock: I think that you want propriety from all your crew members. You want for it to be their movie. And I know that sounds like Hollywood speak or something but you sense it when they are working and come to work with that smile and go, "We're doing something great," and it makes the movie better.

Holofcener: I remember standing watching a scene and the assistant camera guy was so absorbed that he could barely do his job.

Does it happen that the crew is so caught up in a scene that they're crying as they're watching the filming?

Holofcener: The airport scene in my movie the crew was crying. Over and over. I couldn't believe it.

McQueen (who is British): Is crying very important in movies here in America?

Holofcener: It is. I feel like it's the ultimate compliment: "I cried in your movie."

McQueen: I mean maybe we have more power than we actually know we have as artists, as filmmakers.

Do you actually doubt that, that you have power to affect the way people think and the way they feel?

Hancock: Yeah.

You shouldn't. But you don't understand it or you don't trust it?

Hancock: I mean, when you see somebody else's film, all these films, they have resonance. They stick with you. You think about them. For your own movies, sometimes you know how it affects you. But you're not sure because we have loathing and self-doubt.

We're at USC and a couple hundred film students are watching our conversation. If a film student came up to you and said, "What did you not know that you would have benefited from knowing?" what would that be?

Greengrass: Every time you make a film you get to the end and go, "Now if I could make the film again, of course I'd know what I was doing." There's always a lag between what you discover during the making of the film and what you didn't know when you started. That's the maddening paradox of filmmaking. Each film is a journey, or should be, toward something that you don't know.

Holofcener: When I was in film school, I was taught to know what every scene is about, and why that scene is there, and what each character in that scene wants. And that killed the process for me. So I stopped outlining and just kind of started writing. It was a messier process and a scarier process, but it's my process. You have to listen to your gut, or you're just going to go home from school every day and cry, and never finish anything.

Hancock: I wish I didn't start from a point of trying to justify everything. I learned quickly that you have to be absolutely honest with actors and sometimes the very best answer is, "I don't know." There's great power in that too.

Jonze: One of the things that I've learned is that it's my job to know what the movie's about. And yet it's also my job to utilize everybody's opinion and get ideas from everybody.

McQueen: The only advice I could give is: Experiment. Really go for it. Coming from art school originally, it was all about experimenting and finding your own language. I remember I wasn't allowed to throw the camera. That was my breaking point. I thought, OK, well, I can't do that, I have to leave. Because you have to stretch. With all these restrictions, how can you find out who you are? Experiment. Don't be afraid to look stupid.